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Direction inferred from the company’s description.Scale
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Displayed only when the document provides numerical figures.Wording
Definitive
How definitive the wording is.This transaction
Countermeasures Against Large-Scale Purchases of Our Shares, etc. (Takeover Response Policy)Date of board resolution23 July 2026
Execution Date / Effective DateThe measures became effective retroactively as of the end of the first Board of Directors meeting held after the Company's annual general meeting of shareholders held in June 2026. The document also states that they became effective on 23 July 2026.
Procedures and assumptions
Special CommitteeContinued in place. A total of 4 members were appointed: 2 outside directors, 1 outside Audit & Supervisory Board member and 1 outside expert.
Conditions Precedent to ExecutionThe purchaser and other relevant parties must comply with the procedures under the response policy, submit a letter of intent at least 60 business days before commencing the purchase, and provide the required information, among other conditions. As a rule, implementation of countermeasures is subject to approval at a shareholders meeting to confirm shareholder intent. In cases such as a breach of the procedures, the countermeasures may be implemented without a shareholders meeting.
| Item | Details |
|---|---|
| Transaction name | Countermeasures Against Large-Scale Purchases of Our Shares, etc. (Takeover Response Policy) |
| Date of board resolution | 23 July 2026 |
| Execution Date / Effective Date | The measures became effective retroactively as of the end of the first Board of Directors meeting held after the Company's annual general meeting of shareholders held in June 2026. The document also states that they became effective on 23 July 2026. |
| Special Committee | Continued in place. A total of 4 members were appointed: 2 outside directors, 1 outside Audit & Supervisory Board member and 1 outside expert. |
| Conditions Precedent to Execution | The purchaser and other relevant parties must comply with the procedures under the response policy, submit a letter of intent at least 60 business days before commencing the purchase, and provide the required information, among other conditions. As a rule, implementation of countermeasures is subject to approval at a shareholders meeting to confirm shareholder intent. In cases such as a breach of the procedures, the countermeasures may be implemented without a shareholders meeting. |
Items this document does not state (27)
Counterparty nameName of the Subject CompanyBusiness Description of the Subject CompanyLocation of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyAcquisition priceExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredVoting rights ownership percentageFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceContract DateValuation methodologyIndependent valuation institutionManagement structure after acquisition
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.Coordinated purchases of the Company's shares by the Specified Shareholder Group are taking concrete form, and the Company has confirmed that multiple members will maintain or increase their holdings or continue to hold the shares. Accordingly, the effective period was extended to the extent necessary to respond to these purchases. The Company states that the purpose is to protect corporate value and the common interests of shareholders.
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